Exhibit 10.1

      Contract to Buy and Sell Real Estate for sale of 7860 E. Berry Place.



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The printed portions of this form have been approved by the Colorado Real Estate
Commission (CBS 2-9-95)

THIS FORM HAS IMPORTANT LEGAL  CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                                   COMMERCIAL
                      CONTRACT TO BUY AND SELL REAL ESTATE

                                                             MARCH 20      ,1996
         1.  PARTIES  AND  PROPERTY.  WESTMINSTER  ASSOCIATES  LTD.,  A COLORADO
PARTNERSHIP,  buyer(s),  [Buyer]  [text  marked  out]  agrees  to  buy,  and the
undersigned seller(s) [Seller],  agrees to sell, on the terms and conditions set
forth in this  contract,  the following  described  real estate in the County of
ARAPAHOE , Colorado, to wit:

Leagl to be inserted at a later date.

known as No. 7860 EAST BERRY PLACE   GREENWOOD VILLAGE       CO         80111
             -------------------------------------------------------------------
               Street Address              City            State         Zip
together  with all  interest of Seller in vacated  streets  and alleys  adjacent
thereto, all easements and other appurtenances thereto, all improvements thereon
and all attached fixtures thereon,  except as herein excluded  (collectively the
Property).
         2.  INCLUSIONS/EXCLUSIONS.  The purchase  price  includes the following
items (a) if attached to the  Property on the date of this  contract:  lighting,
heating, plumbing,  ventilating, and air conditioning fixtures [text marked out]
water softeners, smoke/fire[text marked out], security devices, inside telephone
wiring and connecting blocks/jacks,  plants, mirrors, floor coverings,  intercom
systems, built-in kitchen appliances,  sprinkler systems and controls; (b) if on
the  Property  whether  attached  or not on the  date  of this  contract:  storm
windows, storm doors, window and porch shades, awnings, blinds, screens, curtain
rods, drapery rods, all keys and (c)
                                      None


The  above-described  included items (Inclusions) are to be conveyed to Buyer by
Seller by bill of sale at the  closing,  free and clear of all taxes,  liens and
encumbrances,  except as provided in Section 12. The following attached fixtures
are excluded from this sale:

                                      None

         3. PURCHASE PRICE AND TERMS.  The purchase price shall be $550,000.00 ,
payable in U.S. dollars by Buyer as follows:                        -----------

(Complete the applicable terms below)

         (A)  EARNEST MONEY
$ 5,000.00 in the form of A CHECK  WITHIN FIVE DAYS OF MUTUAL  EXECUTION OF THIS
CONTRACT  as earnest  money  deposit  and part  payment of the  purchase  price,
payable to and held by STEWART  TITLE  GUARANTY , [text marked out] in its trust
account on behalf of both Seller and Buyer.  Broker is authorized to deliver the
earnest money deposit to the closing agent, if any, at or before closing.
         The balance of $545,000.00         (purchase price less earnest money)
 shall be paid as follows: [text marked out]
         (C) NEW LOAN.
$545,000.00  by  Buyer  obtaining  a new  loan  the  terms  of  which  shall  be
determined.
[text marked out]


NO. CBS2-9-95.  COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE  PAGE 1 OF 4   
 [INITIALS]
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Bradford Publishing, 1743 Wazee St., Denver, CO 80202 -- (303)292-2500--1-95 


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[text marked out]

         4.  FINANCING CONDITIONS AND OBLIGATIONS
         (A) LOAN APPLICATION(S). If Buyer is to pay all or part of the purchase
price as set forth in Section 3 by  obtaining a new loan or if an existing  loan
is not to be released at closing,  Buyer, if required by such lender, shall make
written  application  within 35 calendar days from  acceptance of this contract.
Buyer shall cooperate with Seller and lender to obtain loan approval, diligently
and timely  pursue same in good faith,  execute  all  documents  and furnish all
information  and documents  required by the lender,  and,  subject to Section 3,
timely pay the costs of obtaining such loan or lender consent.

         (B) LOAN APPROVAL. If Buyer is to pay all or part of the purchase price
by obtaining a new loan as Specified in Section 3, this contract is  conditional
upon  lender's  approval  of the new  loan on or  before  60 DAYS  AFTER  MUTUAL
EXECUTION. If not so approved by said date, this contract shall terminate. [text
marked out]

         5.  APPRAISAL PROVISION.  (Check only one box)  This Section 5 [X]shall
[ ]shall not apply.
         If this  Section 5 applies,  as indicated  above,  Buyer shall have the
sole option and  election to  terminate  this  contract  if the  purchase  price
exceeds the Property's  valuation  determined by an appraiser engaged by BUYER .
The contract shall  terminate by the Buyer causing the Seller to receive written
notice of termination and a copy of such appraisal or written notice from lender
which confirms the Property's  valuation is less than the purchase  price, on or
before 60 DAYS AFTER MUTUAL EXECUTION [Appraisal  Deadline].  If Seller does not
receive such written notice of termination on or before the appraisal  deadline,
Buyer waives any right to terminate under this section.

         6. COST OF APPRAISAL.  Cost of any  appraisal to be obtained  after the
date of this contract shall be timely paid by BUYER .
         7. NOT  ASSIGNABLE.  This  contract  shall not be  assignable  by Buyer
without Seller's prior written consent.  Except as so restricted,  this contract
shall  inure  to  the  benefit  of and  be  binding  upon  the  heirs,  personal
representatives, successors and assigns of the parties.
         8.  EVIDENCE  OF TITLE.  Seller  shall  furnish to Buyer,  at  Seller's
expense,  either a current  commitment for owner's title insurance  policy in an
amount equal to the purchase price or at Seller's  choice,  an abstract of title
certified  to a current  date,  on or before 10 DAYS AFTER  MUTUAL  EXECUTION OF
CONTRACT (Title Deadline).  If a title insurance commitment is furnished,  Buyer
may require of Seller that copies of instruments  (or abstracts of  instruments)
listed  in the  schedule  of  exceptions  (Exceptions)  in the  title  insurance
commitment  also be furnished  to Buyer at Seller's  expense.  This  requirement
shall pertain only to instruments shown of record in the office of the clerk and
recorder of the designated county or counties.  The title insurance  commitment,
together with any copies or abstracts of instruments  furnished pursuant to this
Section 8, constitute the title documents (Title  Documents).  Buyer, or Buyer's
designee,  must request  Seller,  in writing,  to furnish copies or abstracts of
instruments  listed in the schedule of exceptions no later than 14 calendar days
after the Title  Deadline.  If Seller  furnishes a title  insurance  commitment,
Seller  will pay the  premium at  closing  and have the title  insurance  policy
delivered to Buyer as soon as  practicable  after  closing.  9. TITLE.  (A)TITLE
REVIEW.  Buyer shall have the right to inspect the Title  Documents or abstract.
Written  notice  by  Buyer  of  unmerchantability  of  title  or  of  any  other
unsatisfactory title condition shown by the Title Documents or abstract shall be
signed by or on  behalf  of Buyer  and given to Seller on or before 14  calendar
days after Title  Deadline,  or within five (5) calendar  days after  receipt by
Buyer of any Title Document(s) or endorsement(s)  adding new Exception(s) to the
title  commitment  together  with  a copy  of  the  Title  Document  adding  new
Exception(s)  to title If Seller does not receive  Buyer's notice by the date(s)
specified above,  Buyer accepts the condition of title as disclosed by the Title
Documents as satisfactory.  (B) MATTERS NOT SHOWN BY THE PUBLIC RECORDS.  Seller
shall deliver to Buyer,  on or before the Title Deadline set forth in Section 8,
true copies of all lease(s) and survey(s) in Seller's  possession  pertaining to
the Property  and shall  disclose to Buyer all  easements,  liens or other title
matters not shown by the public  records of which  Seller has actual  knowledge.
Buyer shall have the right to inspect the  Property  to  determine  if any third
party(s) has any right in the Property not shown by the public  records (such as
an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written
notice of any  unsatisfactory  condition(s)  disclosed  by Seller or revealed by
such inspection  shall be signed by or on behalf of Buyer and given to Seller on
or before 60 DAYS AFTER  MUTUAL  EXECUTION.  If Seller does not receive  Buyer's
notice by said date,  Buyer  accepts  title  subject to such rights,  if any, of
third parties of which Buyer has actual knowledge. (C) SPECIAL TAXING DISTRICTS.
SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION  INDEBTEDNESS THAT
IS PAID BY REVENUES  PRODUCED  FROM  ANNUAL TAX LEVIES ON THE  TAXABLE  PROPERTY
WITHIN SUCH  DISTRICTS.  PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
FOR INCREASED  MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF
SUCH  DEBT  WHERE  CIRCUMSTANCES  ARISE  RESULTING  IN THE  INABILITY  OF SUCH A
DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES.
BUYER SHOULD  INVESTIGATE  THE DEBT  FINANCING  REQUIREMENTS  OF THE  AUTHORIZED
GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS,  EXISTING MILL LEVIES OF SUCH
DISTRICT SERVICING SUCH INDEBTEDNESS,  AND THE POTENTIAL FOR AN INCREASE IN SUCH
MILL LEVIES.

NO. CBS2-9-95.             PAGE 2 OF 4   [INITIALS]
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         In the event the Property is located within a special  taxing  district
and Buyer desires to terminate  this contract as a result,  if written notice is
given to  Seller  on or  before  the date set  forth in  subsection  9(b),  this
contract shall then terminate.  If Seller does not receive Buyer's notice by the
date specified  above,  Buyer accepts the effect of the Property's  inclusion in
such special taxing district(s) and waives the right to so terminate.
         (D) RIGHT TO CURE. If Seller  receives notice of  unmerchantability  of
title or any other  unsatisfactory  title condition(s) as provided in subsection
(a)  or  (b)  above,   Seller  shall  use  reasonable  effort  to  correct  said
unsatisfactory  title condition(s) prior to the date of closing. If Seller fails
to  correct  said  unsatisfactory  title  condition(s)  on or before the date of
closing, this contract shall then terminate;  provided,  however,  Buyer may, by
written notice received by Seller, on or before closing, waive objection to said
unsatisfactory title condition(s).
         10.  INSPECTION.  Buyer or any  designee,  shall have the right to have
inspection(s)  of the physical  condition of the  Property  and  Inclusions,  at
Buyer's expense. If written notice of any unsatisfactory condition, signed by or
on behalf of Buyer,  is not  received by Seller on or before ** , 19  (Objection
Deadline), the physical condition of the Property and Inclusions shall be deemed
to be  satisfactory  to Buyer. If such notice is received by Seller as set forth
above,  and if Buyer and Seller have not agreed,  in  writing,  to a  settlement
thereof  on or  before  ** ,  19  (Resolution  Deadline),  this  contract  shall
terminate three calendar days following the Resolution Deadline;  unless, within
the three  calendar  days,  Seller  receives  written  notice from Buyer waiving
objection to any  unsatisfactory  condition.  Buyer is responsible for and shall
pay for any damage which occurs to the  Property and  Inclusions  as a result of
such inspection.
         11. DATE OF CLOSING.  The date of closing shall be *** , 19 [MARKING] ,
or by mutual  agreement at an earlier date.  The hour and place of closing shall
be designated by MUTUAL AGREEMENT OF THE PARTIES .
         12.  TRANSFER  OF TITLE.  Subject  to tender or  payment  at closing as
required  herein and  compliance  by Buyer with the other  terms and  provisions
hereof,  Seller shall execute and deliver a good and sufficient GENERAL WARRANTY
deed to Buyer,  on closing,  conveying  the Property free and clear of all taxes
except  the  general  taxes for the year of  closing,  and  except ALL LIENS AND
ENCUMBRANCES OF RECORD . Title shall be conveyed free and clear of all liens for
special  improvements  installed  as of the date of  Buyer's  signature  hereon,
whether assessed or not; except (i) distribution  utility  easements  (including
cable TV), (ii) those matters reflected by the Title Documents accepted by Buyer
in accordance with subsection 9(a), (iii) those rights, if any, of third parties
in the Property not shown by the public  records in accordance  with  subsection
9(b), (iv) inclusion of the Property within any special taxing district, and (v)
subject to building and zoning regulations.
         13. PAYMENT OF ENCUMBRANCES.  Any encumbrance required to be paid shall
be paid at or before  closing from the proceeds of this  transaction or from any
other source.
         14. CLOSING COSTS, DOCUMENTS AND SERVICES.  Buyer and Seller shall pay,
in Good Funds, their respective closing costs and all other items required to be
paid at closing,  except as otherwise  provided  herein.  Buyer and Seller shall
sign and complete all customary or required documents at or before closing. Fees
for real estate  closing  services shall not exceed $200.00 and shall be paid at
closing by THE PARTIES EQUALLY . The local transfer tax of N/A % of the purchase
price  shall be paid at  closing  by . Any  sales  and use tax  that may  accrue
because of this transaction shall be paid when due by SELLER .
         15.  PRORATIONS.  General  taxes for the year of closing,  based on the
taxes for the calendar year  immediately  preceding  closing,  rents,  water and
sewer charges,  owner's association dues, and interest on continuing loan(s), if
any, and ANY OTHER TAXES/CHARGES OF RECORD shall be prorated to date of closing.
         16. POSSESSION.  Possession of the Property shall be delivered to Buyer
as follows:  on day of closing and delivery of Deed.,  subject to the  following
lease(s) or tenancy(s):  Those disclosed in writing by the Seller upon execution
of this Contract.

If  Seller,  after  closing,  fails to  deliver  possession  on the date  herein
specified,  Seller shall be subject to eviction and shall be additionally liable
to Buyer for  payment  of $ 200.00  per day from the date of  agreed  possession
until possession is delivered.
         17. CONDITION OF AND DAMAGE TO PROPERTY.  Except as otherwise  provided
in this  contract,  the  Property  and  Inclusions  shall  be  delivered  in the
condition  existing  as of the  date of this  contract,  ordinary  wear and tear
excepted.  In the event the Property  shall be damaged by fire or other casualty
prior to the time of  closing,  in an amount of not more than ten percent of the
total  purchase  price,  Seller shall be obligated to repair the same before the
date of closing. In the event such damage is not repaired within said time or if
the damages  exceed such sum,  this  contract may be terminated at the option of
Buyer. Should Buyer elect to carry out this contract despite such damage,  Buyer
shall be entitled to credit for all the insurance  proceeds  resulting from such
damage to the Property and Inclusions not exceeding, however, the total purchase
price. Should any Inclusion(s) or service(s) fail or be damaged between the date
of this  contract and the date of closing or the date of  possession , whichever
shall be earlier,  then Seller shall be liable for the repair or  replacement of
such Inclusion(s) or service(s) with a unit of similar size, age and quality, or
an equivalent  credit,  less any insurance  proceeds  received by Buyer covering
such repair or replacement.
         18. TIME OF  ESSENCE/REMEDIES.  Time is of the essence  hereof.  If any
note or check  received  as earnest  money  hereunder  or any other  payment due
hereunder is not paid,  honored or tendered when due, of if any other obligation
hereunder  is not  performed  or waived as herein  provided,  there shall be the
following remedies:
         (A)      IF BUYER IS IN DEFAULT:
                  (CHECK ONE BOX ONLY.)
[ ]      (1)      SPECIFIC PERFORMANCE
                  Seller may elect to treat this contract as cancelled, in which
                  case all payments and things of value received hereunder shall
                  be forfeited and retained on behalf of Seller,  and Seller may
                  recover such damages as may be proper,  or Seller may elect to
                  treat  this  contract  as being in full  force and  effect and
                  Seller  shall  have  the  right  to  specific  performance  or
                  damages, or both.

[ ]      (2)      LIQUIDATED DAMAGES
                  All payments and things of value received  hereunder  shall be
forfeited by Buyer and retained on behalf of Seller and both parties


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                  shall  thereafter be released from all obligations  hereunder.
                  It is  agreed  that  such  payments  and  things  of value are
                  LIQUIDATED  DAMAGES and (except as provided in subsection (c))
                  are  SELLER'S  SOLE AND ONLY  REMEDY  for  Buyer's  failure to
                  perform the  obligations  of this contract.  Seller  expressly
                  waives the  remedies of specific  performance  and  additional
                  damages.
         (B)      IF SELLER IS IN DEFAULT:
                  Buyer may elect to treat this contract as cancelled,  in which
                  case all payments and things of value received hereunder shall
                  be  returned  and Buyer may  recover  such  damages  as may be
                  proper,  or Buyer may elect to treat this contract as being in
                  full  force  and  effect  and  Buyer  shall  have the right to
                  specific performance or damages, or both.
         (C)      COSTS AND EXPENSES.
                  Anything to the contrary herein notwithstanding,  in the event
                  of any arbitration or litigation arising out of this contract,
                  the  arbitrator or court shall award to the  prevailing  party
                  all reasonable costs and expenses, including attorney fees.
         19.  EARNEST MONEY  DISPUTE.  Notwithstanding  any  termination of this
contract, Buyer and Seller agree that, in the event of any controversy regarding
the earnest  money and things of value held by broker or closing  agent,  unless
mutual written  instructions are received by the holder of the earnest money and
things of value,  broker or  closing  agent  shall not be  required  to take any
action but may await any  proceeding,  or at broker's or closing  agent's option
and sole discretion, may interplead all parties and deposit any moneys or things
of value into a court of competent  jurisdiction  and shall  recover court costs
and reasonable attorney fees.
         20.  ALTERNATIVE  DISPUTE  RESOLUTION:  MEDIATION.  If a dispute arises
relating to this  contract,  and is not  resolved,  the  parties  and  broker(s)
involved  in such  dispute  (Disputants)  shall  first  proceed in good faith to
submit  the  matter  to  mediation.  The  Disputants  will  jointly  appoint  an
acceptable mediator and will share equally in the cost of such mediation. In the
event the entire  dispute is not resolved  within thirty (30) calendar days from
the date written  notice  requesting  mediation is sent by one  Disputant to the
other(s), the mediation,  unless otherwise agreed, shall terminate. This section
shall not alter any date in this contract unless otherwise agreed.
                           ** 60 days after mutual execution
NO. CBS2-9-95.   PAGE 3 OF 4   [INITIALS]    *** 75 days after mutual execution
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         21. ADDITIONAL PROVISIONS: (THE LANGUAGE OF THESE ADDITIONAL PROVISIONS
HAS NOT BEEN APPROVED BY THE COLORADO REAL ESTATE COMMISSION.)

         1.       Pursuant to paragraph  10,  "Inspection,"  above,  the parties
                  intend for the Buyer to have an absolute  "free look"  through
                  5:00 pm sixty days after mutual execution.

         2.       This Contract is contingent upon Buyer receiving  approval for
                  a loan with Terms  acceptable to Buyer on or before sixty (60)
                  days after mutual execution pursuant to paragraph 4b herein.

         3.       Seller shall be  responsible  to pay Axis  Commercial  Realty,
                  Inc.  a fee equal to 6% of the total  purchase  price for this
                  transaction. Said fee shall be paid to Axis Commercial Realty,
                  Inc. at time of closing.

         4.       In the event a Phase I  environmental  study is needed for the
                  property, Seller and Buyer agree to split these costs equally.

         5.       Pursuant  to  paragraph  3a  "Earnest  Money,"  an  additional
                  $5,000.00 shall be deposited with Axis Commercial Realty, Inc.
                  at time contingencies are removed.

         22.  RECOMMENDATION OF LEGAL COUNSEL.  By signing this document,  Buyer
and Seller  acknowledge  that the  Selling  Company or the  Listing  Company has
advised that this document has important legal  consequences and has recommended
the  examination of title and  consultation  with legal and tax or other counsel
before signing this contract.
         23. TERMINATION. In the event this contract is terminated, all payments
and things of value received  hereunder  shall be returned and the parties shall
be relieved of all obligations hereunder, subject to Section 19.
         24.  SELLING  COMPANY BROKER  RELATIONSHIP.  The selling  broker,  AXIS
COMMERCIAL REALTY,  INC. , and its salespersons have been engaged as TRANSACTION
BROKER . Selling  Company has previously  disclosed in writing to the buyer that
different relationships are available which include buyer agency, seller agency,
subagency, or transaction-broker.
         25.  NOTICE  TO BUYER.  Any  notice to Buyer  shall be  effective  when
received  by Buyer,  or, if this box is  checked [ ] when  received  by  Selling
Company.
         26.  NOTICE TO SELLER.  Any notice to Seller  shall be  effective  when
received by Seller or Listing Company.
         27. MODIFICATION OF THIS CONTRACT. No subsequent modification of any of
the  terms of this  contract  shall be  valid,  binding  upon  the  parties,  or
enforceable unless made in writing and signed by the parties.
         28. ENTIRE  AGREEMENT.  This contract  constitutes  the entire contract
between the parties  relating to the subject  hereof,  and any prior  agreements
pertaining  thereto,  whether oral or written,  have been merged and  integrated
into this contract.
         29. NOTICE OF  ACCEPTANCE:  COUNTERPARTS.  This  proposal  shall expire
unless  accepted  in  writing,  by  Buyer  and  Seller,  as  evidenced  by their
signatures  below,  and the offering party receives notice of such acceptance on
or before  FEBRUARY , 19 96 (Acceptance  Deadline).  If accepted,  this document
shall become a contract between Seller and Buyer. A copy of this document may be
executed  by each  party,  separately,  and when each party has  executed a copy
thereof,  such copies taken  together  shall be deemed to be a full and complete
contract between the parties.

/s/Patrick Hill
-------------------------------         ----------------------------------
Buyer                                   Buyer

Date of Buyer's signature April 8, 1996 Date of Buyer's signature _____, 19____

Buyer's Address_________________________________________________________________

/s/Capital Reserve Corporation
   By Ralph W. Newton
--------------------------------        -----------------------------------
Seller Capital Reserve Corporation      Seller


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Date of Seller's signature 4/10/96,19__ Date of Seller's signature ____, 19____

Seller's Address_______________________________________________________________
================================================================================
The  undersigned  Broker(s)  acknowledges  receipt of the earnest  money deposit
specified in Section 3, and Selling Company confirms its Broker  Relationship as
set forth in Section 24.

Selling Company _______N/A______________________________________________________
                                Name and Address

By:__________________________               __________________, 19____________
         Signature                                       Date

Listing 
Company: AXIS COMMERCIAL REALTY, INC. 1660 S. ALBION ST., #806 DENVER, CO 80222
         ----------------------------------------------------------------------

By:____________________________________      __________________, 19____________
         Signature                                        Date

 NOTE CLOSING INSTRUCTIONS SHOULD BE SIGNED AT THE TIME THIS CONTRACT IS SIGNED

NO. CBS2-9-95.       PAGE 4 OF 4




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